The prevalence of depression in adolescent populations has increased dramatically in recent years, with at least 1 in 5 adolescents experiencing a depressive disorder before they graduate high school, and many more suffering from subsyndromal symptoms. The incidence of depression over six months in high-risk groups is greater than 30%. Depression in adolescence increases risk for substance abuse, obesity, sleep disorders, poor school performance, and risky behavior. Prevention of depression at this critical developmental stage can enhance mental health and functioning throughout the lifespan, but existing behaviorally based depression- prevention programs have had low effect sizes and minimal long-term gains. An acceptable, feasible, effective, and sustainable behavioral prevention program could play a key role in enhancing mental health trajectories. Preliminary evidence from research on adult populations, as well as on adolescent developmental processes, suggests that a program involving training in mindfulness and self-compassion, designed specifically for adolescents with subsyndromal depression, could have a significant positive impact on depression prevention. This project?s primary goal is to refine and test the feasibility and acceptability of an innovative depression-prevention program, ?Making Friends with Yourself? (a developmentally appropriate adaptation for adolescents, based on the adult Mindful Self-Compassion program), in comparison to an attention-control program, ?Taking Care of Yourself? (involving education of healthy lifestyles), with adolescents who are experiencing subsyndromal depression. The ?Making Friends with Yourself? program will target specific constructs associated with depression in adolescents, such as rumination (brooding), negative cognitive style, and shame, and would include training in mindfulness, self-kindness, and recognition and appreciation of our common humanity. Specific aims are: 1) To refine and manualize the ?Making Friends with Yourself? (MFY) prevention program and a credible attention control program, ?Taking Care of Yourself? (TCY); 2) To test the feasibility and acceptability of an exploratory clinical trial involving a mindful self-compassion intervention, the MFY program (treatment group) and a comparison attention-control, the TCY program, among 14-18 year old adolescents with subsyndromal depression; 3) To explore primary and secondary outcomes and mediators in response to the MFY Program, including incident depression (primary outcome), resilience and change in depressive symptoms (secondary outcomes); and rumination, negative cognitive style, and shame (potential mediators). This project represents a high programmatic priority for NCCIH and could lead to a large scale trial with significant impact in preventing clinical depression among adolescents.